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Novo Nordisk Is Still Beating Pfizer in Battle Over Metsera

Nov 04, 2025 12:26:00 -0500 by Josh Nathan-Kazis | #M&A

Buying Metsera would give Pfizer a foothold in the obesity-drug market. (ANGELA WEISS/AFP via Getty Images)

Key Points

Novo Nordisk continued its startling campaign to snatch a promising obesity biotech from Pfizer on Tuesday, raising its offer to more than 30% above what Pfizer had initially agreed to pay, not including potential milestone payments.

Metsera , acknowledging the new terms, said Pfizer has two days to improve its offer.

The messy public spat over Metsera, one of a number of biotechs developing medicines aimed at the weight-loss market, is beginning to weigh on Novo’s share price. Novo’s American depositary receipt was down 4.4% between its announcement last week that it was taking a run at Metsera and the close of trading on Monday. It fell another 1.7% on Tuesday. Shares of Pfizer were down 1.5% in midday trading on Tuesday.

Novo’s new offer includes an upfront payment of $6.7 billion, plus up to $2.8 billion more in milestone payments. It would be a spectacular sum for anyone to pay for Metsera, which had an enterprise value of $3 billion before Pfizer announced its acquisition plans in September.

The company has no approved products, no drugs in Phase 3 trials, and one drug in a Phase 2 trial.

Pfizer has filed two lawsuits aimed at preserving its deal. On Tuesday, the company’s CFO told Barron’s that it is continuing pre-integration planning with Metsera even as Novo attempts to cut its own deal.

“There were meetings yesterday, there’s meetings today and the rest of this week to think about progressing towards close of this transaction,” Pfizer CFO David Denton told Barron’s.

Pfizer’s suits, one in federal court and one in state court in Delaware, paint Novo as an interfering European monopolist, and Pfizer as a white knight seeking to protect U.S. consumers.

The federal suit seeks to block Metsera from merging with Novo on antitrust grounds, while the state suit challenges Metsera’s right to consider the Novo offer under the terms of its contract with Pfizer.

“Novo Nordisk is bribing Metsera, its board of directors, and its controlling stockholders to allow Novo Nordisk to control its fate and forestall Metsera’s game-changing products from coming to market for as long as possible,” Pfizer’s attorneys wrote in the federal lawsuit filed Monday.

Novo has ridiculed Pfizer’s claims. “Instead of competing on price, Pfizer has taken the highly unusual and seemingly desperate approach in filing its antitrust lawsuit,” Novo said in a statement on Monday.

The stakes are high. Novo’s weight-loss drug Wegovy is losing market share to Eli Lilly’s Zepbound, and the stock has cratered since the middle of last year. There has been deep turmoil at Novo, including the firing of its CEO and a recently announced plan to replace all of the independent directors on its board.

The company’s management is clearly under pressure to make aggressive moves.

Metsera, meanwhile, has a pipeline of weight-loss medicines, including one that could be dosed monthly, rather than weekly, like Wegovy and Zepbound.

It isn’t clear why Novo has decided to go all-in on Metsera. There are other biotechs working on obesity drugs, such as Structure Therapeutics and Viking Therapeutics , that would likely be easier for Novo to snap up than one already bound to Pfizer.

It’s likely that Novo and Pfizer have both seen data that’s not yet public that gives them confidence in the Metsera pipeline. “We were encouraged by the latest data we saw during the diligence, which supports their main GLP-1 to be a potential best-in-class,” Pfizer chief scientific officer Chris Boshoff told Barron’s on Tuesday.

For Pfizer, meanwhile, Metsera represents another chance at breaking into the red-hot weight-loss market after its earlier internal efforts failed.

Neither company is backing down. While Pfizer has rolled out the big rhetorical guns and called its lawyers, Novo has opened its pocketbook even wider.

Pfizer’s initial deal to buy Metsera had included a $47.50 per share cash payment, for an initial enterprise value of $4.9 billion, plus a so-called contingent value right worth up to $22.50 per share if the company met certain milestones. Novo’s Oct. 30 offer raised the upfront payment to $56.50 per share, for an initial enterprise value of $6 billion, plus a $21.25 CVR.

Novo also promised to give shareholders the cash payment before a shareholder vote and before the deal had received regulatory approval, saying it would pay the CVR later. Pfizer has condemned that structure, calling it an end-run around antitrust laws that would give Novo effective control of the company before the deal was reviewed by regulators.

“All we’re asking is, we went through an antitrust clearance process,” Pfizer’s Denton told Barron’s. He said the current proposal “circumvents that process and the FTC.”

Metsera said on Tuesday that Pfizer had upped its offer to $60 per share in cash, plus a $10 CVR. Metsera said that Pfizer would also have required Metsera to issue a press release “stating that the Novo Nordisk Proposal presented unacceptably high risks and was unviable.”

Following the Pfizer proposal, however, Novo had responded with what Metsera called an even better offer: $62.20 per share up front, plus a $24 CVR. The deal follows the same structure as Novo’s earlier offer, with shareholders getting cash before voting on the deal, and before regulators clear it.

Metsera said that the Novo proposal values the company at $10 billion, including the potential milestone payments, while the new Pfizer proposal values it at $8.1 billion. Metsera said that it considered the new Novo proposal better than the new Pfizer proposal, and that it would give Pfizer two more days to improve on its offer. After that, it said it would terminate its merger with Pfizer.

“We don’t see how Novo’s deal can be superior. It’s an illegal attempt by a foreign company to do an end run around antitrust laws during [a] government shutdown,” a Pfizer spokesperson told Barron’s. “We are continuing to pursue all legal recourse.”

Corrections & Amplifications: Novo Nordisk’s Oct. 30 offer to acquire Metsera included contingent value rights worth up to $21.25 per share. An earlier version of this article incorrectly said those rights were worth $22.50 per share.

Write to Josh Nathan-Kazis at josh.nathan-kazis@barrons.com